TechBridge Asia Merger

Published on February 15, 2024

TechBridge Asia Merger

Executed a $250 million de-SPAC merger with TechBridge Asia, a leading SaaS platform for enterprise resource planning across Southeast Asian markets.

Client

TechBridge Asia Pte. Ltd.

Practice

spac-mergers-acquisitions

Jurisdiction

NASDAQ / SEC / MAS Singapore

Value

$250,000,000

Result

Business combination completed on schedule, TechBridge Asia listed on NASDAQ under ticker TBAS.

Category

De-SPAC Merger

Meet the legal team

Attorneys Involved

Our attorneys bring deep expertise and dedication to every case. Learn more about the professionals who guided this matter to a successful resolution, each contributing specialized skills and strategic insight to deliver results for our client.

Jonathan Chan portrait

Jonathan Chan

Chairman & CEO

Greenwich Office

SPAC StructuringCapital MarketsCross-Border M&A
David Wong portrait

David Wong

Managing Director, Asia-Pacific

Singapore Office

Southeast Asian MarketsTechnology SectorDeal Origination
Sarah Patel portrait

Sarah Patel

General Counsel

New York Office

Securities LawRegulatory ComplianceCorporate Governance

Client Testimonial

"Aetherium provided the strategic guidance and capital markets expertise we needed to navigate the de-SPAC process and achieve our goal of listing on NASDAQ."

— CEO, TechBridge Asia

Transaction Overview

Aetherium Acquisition Corp completed its landmark de-SPAC merger with TechBridge Asia Pte. Ltd., a Singapore-headquartered enterprise SaaS company providing cloud-based ERP solutions to mid-market businesses across Indonesia, Vietnam, Thailand, and the Philippines. The transaction valued TechBridge Asia at $250 million on a pro forma enterprise value basis.

Target Profile

TechBridge Asia had established itself as the leading cloud ERP provider in Southeast Asia’s underserved mid-market segment, with over 2,500 enterprise customers, $45 million in annual recurring revenue, and a net revenue retention rate exceeding 125%. The company’s platform was purpose-built for the regulatory and operational requirements of ASEAN markets.

Transaction Structure

  • Enterprise Value: $250 million
  • Consideration: Combination of trust cash and rollover equity
  • Earnout: Performance-based earnout tied to revenue milestones
  • PIPE: $50 million concurrent private placement from strategic investors
  • Lock-Up: 12-month lock-up for founders and insiders

Due Diligence Highlights

Aetherium conducted extensive due diligence over a four-month period, encompassing financial audit, technology architecture review, customer reference calls, regulatory compliance assessment, and management team evaluation. The Singapore-based team led on-the-ground diligence across four countries.

Regulatory and Closing

The transaction required coordination across SEC registration, NASDAQ listing approval, and Singapore MAS notification requirements. The proxy statement and S-4 registration were filed and cleared within the standard review period, and shareholder approval was obtained with over 85% of votes cast in favor of the business combination.